Business Visibility Document

Business Visibility Document

This Business Visibility Document (the Agreement) is entered into as of by and between the parties identified below.

Parties

Individual Corporation LLC Partnership

Individual Corporation LLC Partnership

Recitals

WHEREAS, Service Provider is engaged in providing business visibility services including but not limited to brand positioning, search visibility audits, content amplification, and analytics reporting; and

WHEREAS, Client desires to obtain and Service Provider agrees to provide specified visibility services under the terms set forth herein to improve Client's market presence and measurable visibility metrics; and

WHEREAS, the parties intend that this Agreement define the scope, compensation, confidentiality obligations, term and other essential terms of their relationship.

Scope of Work

Service Provider will perform the services described in this section (Services). The Services shall include tasks, deliverables, and performance standards necessary to increase Client's business visibility as specified below. Service Provider shall use commercially reasonable efforts and qualified personnel to perform the Services in a professional manner.

Payment Terms

In consideration for the Services, Client shall pay Service Provider in accordance with the terms below. All amounts are stated in the agreed currency and exclusive of taxes unless otherwise stated.

Invoices shall be issued by Service Provider in accordance with the Payment Schedule. Client shall pay each undisputed invoice within days of receipt. If Client fails to pay any amount when due, Service Provider may assess interest at the rate of per month (or the maximum lawful rate if lower), calculated daily from the due date until payment in full. Client shall also be responsible for reasonable collection costs, including attorneys' fees.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach by the other party that remains uncured for thirty (30) days after written notice of such breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means non-public, proprietary or confidential information disclosed by a party (Disclosing Party) to the other party (Receiving Party) in any form, whether oral, written, electronic or visual, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall: (a) use Confidential Information solely for the performance of its obligations or exercise of its rights under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein. Confidential Information does not include information that is (i) or becomes generally available to the public through no fault of the Receiving Party, (ii) already known to the Receiving Party without restriction at the time of disclosure, (iii) rightfully received from a third party without breach of any obligation of confidentiality, or (iv) independently developed by the Receiving Party.

If the Receiving Party is compelled by law to disclose Confidential Information, it shall give reasonable prior written notice to the Disclosing Party to allow the Disclosing Party to seek a protective order or other appropriate remedy, except where prohibited by law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. Any dispute arising out of or relating to this Agreement shall be brought in the state or federal courts located within that jurisdiction, and each party consents to the exclusive jurisdiction and venue of such courts.

Entire Agreement and Miscellaneous

This Agreement, including any exhibits or attachments incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications between the parties, whether oral or written. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, the provision will be severed, and the remaining provisions will remain in full force and effect. The rights and obligations under this Agreement are personal to the parties and may not be assigned without the prior written consent of the other party, except that Service Provider may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets.

Representations and Warranties

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider further warrants that Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Except as expressly set forth in this Agreement, no other warranties are made, and all implied warranties are disclaimed to the fullest extent permitted by law.

Signatures

The parties below have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date first written above.

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